Mobile-health Network (MNDR) cedes 65% stake in AI data centre push

Rhea-AI Filing Summary

Mobile-health Network Solutions has advanced its move into AI-optimized data centres in Malaysia. The company signed a non-binding Strategic Cooperation MOU under which it will acquire 100% of PP GRID SDN. BHD. and the PP GRID shareholder will arrange a MYR 500 million (about US$127 million) capital injection to build the data centres. In return, the PP GRID shareholder is expected to receive a 65% equity stake in the company, while founder-shareholders plan to retain voting control through super-voting Class B shares.

Separately, the company entered a definitive Sale and Purchase Agreement to acquire all of PPG’s shares for US$1,500,000, satisfied by converting a previously paid refundable deposit under the earlier MOU. The PPG shareholder must secure at least a 96.5% interest in IRIX Properties Sdn. Bhd., which owns land designated for a 25MW AI-optimized data centre in Kuching. Closing remains subject to customary conditions, and the company expects to independently raise at least US$100 million to demonstrate financial capacity.

Positive

• None.

Negative

• Substantial dilution and economic control shift: The PPG shareholder is expected to receive a 65% equity stake in the company, materially diluting existing holders’ economic interest even though founder-shareholders plan to retain voting control via super-voting Class B shares.

Insights

Equity & M&A Analyst

Large, dilutive pivot into AI data centres hinges on execution.

Mobile-health Network Solutions is effectively transforming itself by agreeing to acquire 100% of PPG while granting the PPG shareholder a 65% equity stake. This dramatically reshapes the company’s economic ownership in exchange for access to AI-optimized data centre assets and growth capital.

The plan combines a MYR 500 million (about US$127 million) capital injection for data centre construction with a requirement that the PPG shareholder secure at least a 96.5% interest in IRIX Properties, which controls Kuching land for a 25MW facility. The initial US$1,500,000 consideration is modest, but the implied future scale is large relative to typical small-cap issuers.

Completion is still subject to customary closing conditions, and the Strategic Cooperation MOU is explicitly non-binding, so execution and financing risks are significant. Founder-shareholders intend to retain voting control through Class B shares, meaning economic control and voting control diverge. Subsequent filings may clarify final terms, timing, and funding structure once closing occurs.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission file number: 001-41990

Mobile-health Network Solutions

(Exact name of registrant as specified in its charter)

2 Venture Drive, #07-08 Vision Exchange

Singapore 608526

+65 6222 5223

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Entry into a Strategic Cooperation Memorandum of Understanding and Sale and Purchase Agreement.

As previously disclosed, on November 19, 2025, Mobile-health Network Solutions (the “Company”) entered into a Memorandum of Understanding (“MOU”) with PP GRID SDN. BHD. (“PPG”) for the acquisition of two artificial intelligence-optimized data centres and related digital infrastructure in Malaysia.

On March 15, 2026, with an aim to update the MOU, the Company further entered into a Strategic Cooperation Memorandum of Understanding (“Strategic Cooperation MOU”) with the sole shareholder of PPG (the “PPG Shareholder”). The Strategic Cooperation MOU is non-binding in nature. Pursuant to the Strategic Cooperation MOU, the Company will acquire 100% of PPG from the PPG Shareholderand the PPG Shareholder will facilitate a capital injection of MYR 500 million (approximately US$127 million) for the construction of the artificial intelligence-optimized data centres. In exchange therefor, the PPG Shareholder will receive a 65% equity stake in the Company. It is intended that the founder-shareholders of the Company shall maintain voting control by virtue of their super-voting Class B Ordinary Shares. As part of the transaction, the Company will also independently raise at least US$100 million to demonstrate financial capacity.

On March 16, 2026, the Company entered into a definitive Sale and Purchase Agreement (“SPA”) to acquire 100% of the issued share capital of PPG from the PPG Shareholder. As a core requirement of this acquisition, the PPG Shareholder shall procure at least a 96.5% interest in IRIX Properties Sdn. Bhd., the entity holding the legal and beneficial title to Lot 728, Block 3, Salak Land District (the “Kuching Land”), which is designated for the development of a 25MW AI-optimized data centre. The purchase consideration of US$1,500,000 was satisfied by the conversion of the initial refundable deposit paid under the MOU dated November 19, 2025. Completion of the acquisition pursuant to the SPA remains subject to customary closing conditions. The Company will provide further updates upon completion of the transaction.

The Strategic Cooperation MOU and SPA are attached to this Current Report on Form 6-K as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference. The foregoing description of the material terms of the Strategic Cooperation MOU and SPA does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.

Forward-Looking Statements

This report on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, statements regarding the ability to successfully execute on the plans and undertakings contemplated in the agreements discussed in this report.

Additional forward-looking statements can be identified by terminology such as “may,” “might,” “could,” “will,” “aims,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to a number of risks. The reader should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. A detailed discussion of these factors and other risks that affect our business is included in filings we make with the SEC from time to time. Copies of these filings are available online from the SEC at www.sec.gov, or on the SEC Filings section of our Investor Relations website at https://investors.manadr.com/sec-filings. All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Strategic Cooperation Memorandum of Understanding dated March 15, 2026.
10.2		Sale and Purchase Agreement dated March 16, 2026.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Mobile-health Network Solutions
Date: March 20, 2026	By:	/s/ Siaw Tung Yeng
		Siaw Tung Yeng
		Co-Chief Executive Officer

FAQ

What transaction did Mobile-health Network Solutions (MNDR) announce in this 6-K?

Mobile-health Network Solutions announced a non-binding Strategic Cooperation MOU and a definitive Sale and Purchase Agreement to acquire 100% of PP GRID SDN. BHD. These agreements support development of AI-optimized data centres in Malaysia and significantly alter the company’s ownership structure and business focus.

How will the ownership structure of MNDR change after the PP GRID transaction?

Under the Strategic Cooperation MOU, the PP GRID shareholder will receive a 65% equity stake in Mobile-health Network Solutions. Founder-shareholders intend to keep voting control through super-voting Class B Ordinary Shares, separating economic majority ownership from board and strategic decision-making power.

What capital is associated with the PP GRID and IRIX data centre plan for MNDR?

The PP GRID shareholder will facilitate a MYR 500 million (about US$127 million) capital injection to fund construction of AI-optimized data centres. In addition, Mobile-health Network Solutions plans to independently raise at least US$100 million to demonstrate financial capacity for the broader project.

What are the key conditions tied to MNDR’s acquisition of PP GRID SDN. BHD.?

The PPG shareholder must procure at least a 96.5% interest in IRIX Properties Sdn. Bhd., which owns land for a 25MW AI-optimized data centre in Kuching. Completion of the acquisition also remains subject to customary closing conditions before the transaction can be finalized.

How is the purchase consideration for MNDR’s PP GRID acquisition structured?

The purchase consideration of US$1,500,000 for 100% of PP GRID’s issued share capital is being satisfied by converting the initial refundable deposit paid under the November 19, 2025 MOU. No additional cash consideration is described in this agreement excerpt.

Is the Strategic Cooperation Memorandum of Understanding binding on MNDR and its partner?

The Strategic Cooperation MOU between Mobile-health Network Solutions and the PP GRID shareholder is expressly described as non-binding. This means the parties’ high-level intentions are outlined, but the obligations can change or not proceed until definitive, binding agreements fully govern the strategic cooperation.

Filing Exhibits & Attachments

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Agreements & Contracts

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